The contract laid out below covers the agreement entered into by
Webfluential Global Limited ('Webfluential') and its appointed Partners and the party having digitally signed the insertion order ('IO') acting as the Advertiser.
The IO shall specify the details of the media channels and number of posts to be executed, the applicable commercial terms and special agreements.
Revisions to an IO shall not be binding unless agreed and signed by both parties.
The contract shall be read with the IO. If there is a conflict, the IO shall take precedence.
Webfluential may deviate from an IO if agreed to by Advertiser or where Webfluential is acting in a manner it reasonably considers to be in the interests of Advertiser.
Webfluential shall endeavour to provide the Advertiser 10 business days notice if Webfluential becomes aware of any material changes to the content or form of execution that may potentially materially change the target audience or significantly affect the size or placement of a campaign.
An Advertiser may not be entitled to cancel any element of a campaign unless at least 10 days notice is provided and agreed to by Webfluential.
Advertiser shall pay to Webfluential the amount stated on the IO (plus VAT thereon) for the content placement within 30 days of invoice unless otherwise provided for in the IO. Such amount will be based on the campaign dates as stated on the IO.
Should the Advertiser fail to pay any amount by its due date or otherwise breach any obligation it owes to Webfluential, Webfluential may (as one of its remedies) suspend the content campaign.
Interest at the prime interest rate charged by ABSA Bank Ltd shall accrue on all overdue amounts from the due date until date of payment.
In the event of Webfluential instructing its attorneys to recover monies from Advertiser, Advertiser shall be liable for and shall pay all legal costs incurred by Webfluential on an attorney/client scale, inclusive of collection commission.
Where Advertiser is represented by an agent or is located outside of South Africa, Webfluential may require Advertiser to confirm that agent's representative capacity and may impose further conditions to Webfluential's acceptance of the IO, including advance payment.
Cancellations: Advertiser may cancel any IO, without penalty, if notice is given to Webfluential more than 30 days prior to the accepting of the brief by any influencer. If a shorter cancellation notice is given then Advertiser is liable to Webfluential for the cost of the paid media scheduled to be rendered during the 30 day period following the notice.
Campaign postponements:
Where it is able to accommodate postponement requests, received from the Advertiser in writing and that explicitly state postponement dates, Webfluential shall endeavour to execute such postponement in accordance with the request received.
Any postponement shall be subject to inventory availability within the new campaign date range and should insufficient inventory be available, Webfluential shall afford the Advertiser inventory on an alternative environment, save that the Advertiser shall remain liable for the full campaign billing value as per the original IO (without the consideration of any discount or credits) irrespective of whether or not the Advertiser agrees to the alternative inventory offered by Webfluential.
Billing and payment of all fees shall be as per the original IO campaign dates and shall not be amended in respect of the postponement dates.
Should the Advertiser opt to cancel the IO after requesting a postponement, albeit such cancellation is affected prior to, or within, the postponed campaign period, the cancellation shall revert back to the original campaign commencement date and any cancellation fees shall be determined as from the original campaign start date.
Either party may terminate an IO at any time if the other party is in material breach of its obligations under these T&C's, any IO or any policy (as contemplated below) and that breach, if it can be cured, is not cured within 10 days after written notice thereof.
Save for payment obligations, neither party shall be liable for delay or default in the performanc of its obligations to the other party if such delay or default is caused by conditions beyond its reasonable control not occassioned by its fault or negligence or breach of any obligation arising in terms hereof. An affected party's obligations shall be suspended for the duration of the aforegoing circumstances. If those circumstances persist for longer than one month then the other party may cancel the relevant IO.
Advertiser shall procure that all paid media shall comply with Webfluential's policies, criteria and specifications from time to time including as to content, technical specifications, privacy, user experience, public image, obscenity and indecency. Webfluential may remove any paid media that Webfluential determines as non-compliant, or as Webfluential is instructed to remove by the publishers it represents, within their sole discretion. Such removal shall constitute an immediate cancellation of such IO with no further obligations owing by either party to each other. Webfluential reserves the right to decline an IO within its sole discretion and there shall be no requirement on Webfluential to submit details and the reason for such decline.
Advertiser grants to Webfluential a wordwide, royalty free license to use the paid media and any logo, trade name, trade mark, brand name, logo or domain name associated therewith for the purposes of fulfilling its obligations in respect of any IO.
Advertiser hereby warrants to Webfluential that it is, and at all relevant times shall be, the lawful owner or duly licensed user of the copyright in, and all other intellectual property rights relating to, the paid media and all the material and content provided by Advertiser to Webfluential for the purposes of the IO.
Each party ('the indemnifying party') indemnifies and holds the other party ('the other party') harmless against any claims or liability or damages arising on the part of the other party from any breach by the indemnifying party of any obligation imposed on it in any IO, these T&C's or in law.
In no event shall either party be liable for any consequential, indirect, incidental, punitive, special or exemplary damages whatsoever, including without limitation, damages for loss of profits, business interruption, loss of information and the like, incurred by the other party arising out of these T&C"s or any IO.
The parties shall treat all information, in whatever form and howsoever recorded, that may reasonably be argued to have commercial value that a party receives from the other party as a result of this Agreement ('confidential information'), as private and confidential and safeguard it accordingly. The parties furthermore agree not to use or disclose or divulge or copy or reproduce or publish or circulate or reverse engineer and/or decompile or otherwise transfer, whether directly or indirectly, any confidential information to any other person and shall take all such steps as may be reasonably required to prevent confidential information falling into the hands of unauthorised persons.
Although Webfluential affords Advertisers the ability to utilize third party delivery platforms and technologies, Webfluential reserves the right to decline those platforms and/or technologies it deems (in its sole discretion) to have a negative impact on Webfluential's trading, delivery and/or functionality. Webfluential shall notify Advertiser in writing of its election to decline such third party delivery platforms and technologies and any affected IO will be cancelled with immediate effect and no further obligations shall be owed by either party to the other from the time of the aforesaid cancellation.
Advertiser may not resell, assign or transfer any of its rights or obligations hereunder.
All terms and provisions of these T&C"s and each IO shall be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors and assigns.
These T&C's and the relevant IO constitute the entire agreement of the parties with respect to the subject matter and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter of the IO.
The laws of Mauritius shall apply to any IO and to these T&C's.
Any claims, legal proceeding or litigation arising in connection with any IO or these T&C's shall be subject solely to the jurisdiction of the courts of Mauritius.
No modification of these T&C's or any IO shall be binding unless in writing and signed by both parties.
If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. All rights and remedies hereunder are cumulative.
Each party choses as its domicilium the address set out in the relevant IO.
